Sanborn v. Neal
| Decision Date | 01 January 1860 |
| Parties | JOHN SANBORN vs. WILLIAM NEAL et al. |
| Court | Minnesota Supreme Court |
1. The expression "as trustees of School District No. 10," in the body of the note and deed, is mere descriptio personarum, and is quite insufficient to change the defendant's personal contract into a contract of the district, and to exonerate them by charging the district thereon. 8 Cow. 33; 4 N. Y. 208; 9 Johns. 334; 2 Wheat. 45; Edwards on Bills, 80-83, and notes and cases there cited; 8 Mass. 103.
2. The law places more reliance upon written than on oral testimony, and it is an inflexible rule that parol evidence is not admissible to supply or contradict, enlarge or vary, the words of a contract in writing. That would be the substitution of parol to written evidence, under the hand of the party — it would be displacing the language which the parties had agreed should be the abiding evidence of their contract, by resort to "slippery memory," and the uncertain and often treacherous recollection of interested witnesses, and would lead, if adopted, to uncertainty, error, and fraud.
3. Hence, the intention of the parties at the time the contract was executed is the object sought, and that must be ascertained by the terms which the parties have chosen to reduce to writing as expressive of their intention, so that it has come to be universally true, as a legal proposition, that where a contract is reduced to writing, all colloquium between the parties, all matter of negotiation and discussion on the subject antecedent to, at the time, and dehors the written "declarations and understandings" are excluded as merged in the written instrument. 2 Kent. Com. (8th ed.) 731-2; 1 Greenl. Ev. 275-277; and the rule applies to all written contracts, whether unsealed or specialties; 11 Mass. 27 and 31; 1 Johns. 467; 24 Me. 566; 7 Ves. 218; 7 Mass. 522; 1 Am. Lead. Cas. notes, 628-9; 8 Pet. 165; 1 Parson Cont. 54, ch. 3, § 7, note A, and authorities cited in the note, English and American; Byles on Bills, 27, in margin, top page 938, and notes; 12 N. Y. 565-6.
4. But if parol evidence in the case at bar be admitted at all, surely the declarations of either or both the parties to the note and mortgage made at the time, or before, or subsequent to, the execution of those instruments, should not have been received to exonerate the defendants by changing the legal effect of the executed instruments. 1 Greenl. Ev. (9th ed.) §§ 275-278 inclusive, and notes and cases cited in notes. "Declarations and understandings" were improperly received. This review disposes of the first and second questions presented by the records.
5. The defendants, as trustees, had no authority to make this note and mortgage, and are therefore liable to the plaintiff on their written promise to pay him the amount of money, with the rate of interest, and at the time stipulated therein.
Points and authorities for respondents: —
1. The rule that an attorney or agent must sign the name of the principal, applies only to contracts under seal. With reference to simple contracts, and especially commercial paper, a much more liberal rule prevails. If it can, from the whole instrument, be collected that the true object and intent of it is to bind the principal and not the agent, courts of justice will adopt that construction, however informally it may be expressed. Story on Agency, §§ 154-277; 9 Mass. 334; 8 Pick. 56; 1 Cow. 513; 10 Wend. 271; 8 Mee. & W. 834 and 44; 4 Barb. 274; 2 Conn. 435; 11 Serg. and R. 129; 1 Cranch, 345; 11 Mass. 291; 1 Parson Cont. 48-9; 6 Conn. 464; 21 Conn. 626; 12 Mass. 237; Byles on Bills, 27, note 1.
2. The words "as trustees of School District No. 10," are not merely descriptio personarum. The trustees expressly declare, not that they are trustees, which might admit of such a construction, but that they sign as trustees.
3. It is the constant practice to show by parol evidence the character in which a party signs commercial paper, and where this evidence is introduced in aid of and not to vary or control the terms of the instrument, we are aware of no instance in which it has been rejected. It is not in this case offered to vary or control the terms of the note, but to prove a fact, namely, plaintiff's knowledge of the character in which the defendants acted. In cases of agency, it is admissible to show knowledge of the agency on the part of the payee, and to ascertain for whose indebtedness the note was executed, and to whom the credit was actually given. Edwards on Bills, 80; Angell & Ames on Corp. § 294. In cases of ambiguity in commercial paper, where the words are equivocal, but admit of precise and definite application by resort to the circumstances under which the instrument was executed, this evidence is admissible. 9 Barb. 528. In these cases, it is competent to prove facts and circumstances respecting the relations of the parties, the value, quality, and condition, of the property with respect to which the contract is made, and the acts and declarations of the parties showing their understanding of it, with a view to ascertain to whom the credit was given, and if from such evidence, in connection with the writing, it appears that credit was given to the principal, and that no intent existed that the agent should assume a personal responsibility, he will not be bound. 21 Conn. 626; 2 Cush. 271; 2 Minn. [144]; 2 Phil. Ev. (3d ed.) 363, and note 1; 5 Wheat, 326; 17 Wend. 40; 3 Hill, 493; 4 Barb. 274; 23 Pick. 120; 22 Pick. 158; 16 Pick. 347; Angell & Ames on Corp. § 293, and cases cited; 7 Cush. 404.
4. Public agents acting in good faith upon facts known to both contracting parties, or of which each had equal means of knowledge, do not render themselves liable by transcending their authority through ignorance of its limits. Nothing but fraud or misrepresentation, or an intent to bind themselves, clearly and unmistakably expressed, will render them personally liable. 10 Conn. 329; 22 Conn. 379; Parson Mer. Law, 147, note 7; 12 Wend. 179.
H. C. Lowell & Co., and Batchelder & Buckham, for appellant.
Davis & Tanner, and Cole & Case, for respondents.
This case turns mainly upon the question, whether the court below erred in holding that parol evidence might be received to show that the defendants executed the note on which action is brought in their official capacity, as the trustees of school district No. 10, in Rice County, and not as individuals. That the note was given not for their own debt, but the debt of the district; that it was the intention of the parties to bind the district only — and that it was so understood by the plaintiff at the time, and the note received by him as the note of the district. The decision of the courts of the various states, upon the questions here involved, have been so conflicting and discordant, that authorities are not wanting to sustain either side of the question. We are not surprised, therefore, at the degree of confidence with which counsel have maintained their respective views.
The jury having found for the defendants, we are to presume that the facts involved, are as stated in the answer, and that therefore the note in controversy was in fact made under the circumstances, for the purposes, with the intent, and upon the consideration, therein alleged. If, then, the defendants intended to charge the district and not themselves, and the plaintiff's intention also, was to obtain not the security of the defendants individually, but the security of the district, it becomes the duty of the court to carry out these intentions of the parties, if it can be done without violating a positive rule of law; for it is observable that notwithstanding the various and apparently contradictory decisions cited, the intention of the parties is recognized in every one of them as affording the true rule for interpreting the contract. If the intention of the parties to this contract, as ascertained by the jury, is not inconsistent with, or may be distinctly derived from, a fair and rational interpretation of the words actually used, it will be taken as the meaning of the language used in the note.
This language, if it does not show conclusively that the makers did not intend to promise in their individual capacity, at least renders it doubtful as to the nature of their promise; and in such a case, it appears to us, that the doubt could best be solved by ascertaining the actual intention from the surrounding circumstances, — the debt for which the note was given, the object sought to be attained by the arrangement, the declarations of the parties at the time in the presence of each other, and the disposition made of the money for which the note was given. This was...
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Schieber v. Von Arx
...is clearly expressed, although it should be found that through ignorance of the law they may have exceeded their authority." Sanborn v. Neal, 4 Minn. 83 (126); First Nat. Bank of Detroit v. Board of Commrs. of Becker Co., 81 Minn. 95, 83 N. W. While it is insisted that by the form of the re......